Common use of Obligations of Licensor Clause in Contracts

Obligations of Licensor. 3.1 Licensor agrees to supply Licensee with all technical information regarding the use and operation of the KDS Micronizing Machine. The Licensor will manufacture and supply the first 20 KDS machines to be used and /or sold by the Licensee pursuant to this License at the Licensor' s then current wholesale price and the Licensee agrees that the Licensor will be the sole supplier of KDS machines to be purchased by the license for use or resale under this license with the following proviso: - electrical components ( motors and panel ) can be purchased by the Licensee directly from local Korean suppliers and installed on the KDS machine by the Licensee, in which case the wholesale price will be adjusted accordingly. It is understood and agreed that the Technical Information in respect of the KDS Micronizing Machine, which is listed in Annex B, will be furnished by Licensor to Licensee within 30 days of the signing of this Agreement and that details of improvements to the Licensor' s technology made from time to time will be made available to the Licensee without additional charge. The Licensee' s engineers shall be given adequate advice and schooling from the Licensor on how to use the Technical Information for engineering, designing, manufacturing, installation, and commissioning of the KDS Micronizing Machine. This schooling of Licensee' s engineers, which will take place in Canada and/or in Korea, shall be performed in accordance with the Schooling Program specified in Annex E, at no cost for time. The travel and accommodation expense for it in case of Korea shall be paid by the Licensee. The Licensor shall send a technician to Korea for up to 5 working days to assist in the set-up and start-up operation of the demonstration machine at no cost for time, but travel and accommodation costs will be paid by the Licensee. In furtherance of the program for development of Licensor' s Technology by Licensee, Licensor grants to Licensee permission at any time to send, at Licensee' s expense, a reasonable number of technicians for a reasonable time, to Licensor' s plant to obtain any instructions or information which Licensee may reasonably require to enable Licensee to use the Licensor' s Technology Licensor shall, at the request by Licensee, furnish literature, mats of artwork and advertising films, slides, and other promotional and training materials available to Licensee at cost. Licensor shall permit throughout the life of this agreement the exclusive use by Licensee of the trademark " KDS Micronex" owned by Licensor. Both parties will freely exchange all current and updated KDS technical data and information between themselves without cost For any commercial project, on a case-by-case basis, the additional assistance will be provided on agreed daily rate plus expenses. In the event Licensor receives any inquiry from any third party in respect of the KDS Micronizing Machine from within the Territory, Licensor shall refer such to Licensee.

Appears in 1 contract

Sources: Technology License Agreement (First American Scientific Corp \Nv\)

Obligations of Licensor. 3.1 Licensor agrees to supply Licensee with all technical information regarding the use and operation of the KDS Micronizing Machine. The Licensor will manufacture and supply the first 20 KDS machines to be used and /or sold by the Licensee pursuant to this License at the Licensor' s then current wholesale price and the Licensee agrees that the Licensor will be the sole supplier of KDS machines to be purchased by the license for use or resale under this license with the following proviso: - electrical components ( motors and panel ) can be purchased by the Licensee directly from local Korean suppliers and installed on the KDS machine by the Licensee, in which case the wholesale price will be adjusted accordingly. . 3.2 It is understood and agreed that the Technical Information in respect of the KDS Micronizing Machine, which is listed in Annex B, will be furnished by Licensor to Licensee within 30 days of the signing of this Agreement and that details of improvements to the Licensor' s technology made from time to time will be made available to the Licensee without additional charge. . 3.3 The Licensee' s engineers shall be given adequate advice and schooling from the Licensor on how to use the Technical Information for engineering, designing, manufacturing, installation, and commissioning of the KDS Micronizing Machine. This schooling of Licensee' s engineers, which will take place in Canada and/or in KoreaJapan, shall be performed in accordance with the Schooling Program specified in Annex E, at no cost for time. The travel and accommodation expense for it in case of Korea Japan shall be paid by the Licensee. . 3.4 For any licensed KDS-Project, the licensor shall provide, if requested by the Licensee, the Basic Assistance specified in Annex D, at no cost for time. 3.5 The Licensor shall send a technician to Korea for up to 5 working days Japan to assist in the set-set up and start-up operation of the demonstration machine at no cost for time, but travel and accommodation costs will be paid by the Licensee. . 3.6 In furtherance of the program for development of Licensor' s Technology by Licensee, Licensor grants to Licensee permission at any time to send, send at Licensee' s expense, a reasonable number of technicians for a reasonable time, to Licensor' s plant to obtain any instructions or information which Licensee may reasonably require to enable Licensee to use the Licensor' s Technology Technology. 3.7 Licensor shall, at the request by Licensee, furnish literature, mats of artwork and advertising films, slides, and other promotional and training materials available to Licensee at cost. . 3.8 Licensor shall permit throughout the life of this agreement the exclusive use by Licensee of the trademark " KDS Micronex" owned by Licensor. . 3.9 Both parties will freely exchange all current and updated KDS technical data and information between themselves without cost cost 3.10 For any commercial project, on a case-by-case basis, the additional assistance will be provided on agreed daily rate plus expenses. . 3.11 In the event Licensor receives any inquiry from any third party in respect of the KDS Micronizing Machine from within the Territory, Licensor shall refer such to Licensee.

Appears in 1 contract

Sources: Technology License Agreement (First American Scientific Corp \Nv\)

Obligations of Licensor. 3.1 The Licensor agrees shall enhance the underlying software in each Product to supply Licensee provide a security system protecting the Product which is acceptable to the Licensee. 3.2 As routine software updates for the Product are developed by Licensor, the Licensor will provide copies of them (together with all technical information regarding source code for the use and operation same) to Licensee free of the KDS Micronizing Machinecharge. The Licensor will manufacture and supply also undertakes to provide updated software (together with related source code) for the first 20 KDS machines to be used and /or sold Product as requested by the Licensee pursuant on a free of charge basis and in a timely manner where there are software errors materially affecting the functionality of the Product 3.3 The Licensor undertakes to this License at provide updated software (together with related source code) for the Licensor' s then current wholesale price and the Licensee agrees that the Licensor will be the sole supplier of KDS machines to be purchased by the license for use or resale under this license with the following proviso: - electrical components ( motors and panel ) can be purchased Product as requested by the Licensee directly from local Korean suppliers on a free of charge basis and installed on the KDS machine by the Licensee, in which case the wholesale price will be adjusted accordingly. It is understood and agreed that the Technical Information in respect of the KDS Micronizing Machine, which is listed in Annex B, will be furnished by a timely manner 3.4 The Licensor to Licensee within 30 days of the signing of this Agreement and that details of improvements to the Licensor' s technology made from time to time will be made shall make available to the Licensee such information as the Licensee may need (including without additional chargelimit applicable ▇▇▇▇ of Materials, CAD drawings and full supplier details) to manufacture the Product 3.5 The Licensor shall supply to the Licensee at the Licensee's expense such components as may be required to manufacture the Product. The Licensee' s engineers shall be given adequate advice and schooling from the Licensor on how price to use the Technical Information for engineering, designing, manufacturing, installation, and commissioning of the KDS Micronizing Machine. This schooling of Licensee' s engineers, which will take place in Canada and/or in Korea, shall be performed in accordance with the Schooling Program specified in Annex E, at no cost for time. The travel and accommodation expense for it in case of Korea shall be paid by Licensee shall be Licensor's cost (being the Licenseecost of materials, labour and transport as supported by their supplier's invoice). The price agreed for certain items is shown in Appendix 1. Payment shall be made on Open Account 60 days after receipt of the goods. 3.6 The Licensor shall send undertakes to maintain a technician distribution arrangement for the end users of the Product within the Territory: 3.6.1 To provide starter and refill packs of bears and merchandise to Korea for up to enable the successful operation of the Product within the Territory 3.6.2 To fulfill end user orders within 5 working days of receipt of order 3.6.3 To charge the end user a reasonable price for such packs (being limited to assist the cost of materials and labour in producing the set-up component plus a 30% contribution towards fixed costs and start-up operation of the demonstration machine at no cost for time, but travel and accommodation costs will be paid by the Licensee. In furtherance of the program for development of Licensor' s Technology by Licensee, Licensor grants to profit) The Licensee permission may at any time to send, at Licensee' s expense, a upon reasonable number of technicians for a reasonable time, to Licensor' s plant to obtain any instructions or information which Licensee may reasonably require to enable Licensee to use notice enter onto the Licensor' s Technology 's site to inspect its premises, records and documents in order to ascertain the Licensee's conformance with this Agreement. 3.7 At the Licensee's request, the Licensor shall, at shall enter into an agreement with the request by Licensee, furnish literature, mats of artwork Licensor and advertising films, slides, a UK-based third party escrow agent upon terms reasonably acceptable to the Licensee under which all source and other promotional and training materials available code relating to Licensee at cost. Licensor the Product shall permit throughout be deposited with the life of this agreement the exclusive use by Licensee of the trademark " KDS Micronex" owned by Licensor. Both parties will freely exchange all current and updated KDS technical data and information between themselves without cost For any commercial project, on a case-by-case basis, the additional assistance will be provided on agreed daily rate plus expenses. In the event Licensor receives any inquiry from any third party in respect of the KDS Micronizing Machine from within the Territory, Licensor shall refer such to Licenseeescrow agent.

Appears in 1 contract

Sources: Manufacturing Agreement (uWink, Inc.)

Obligations of Licensor. 3.1 a) Licensor agrees to supply Licensee with all technical information regarding the use and operation of the KDS Micronizing Machine. The Licensor will manufacture and supply the first 20 KDS machines to be used and /or sold by the Licensee pursuant to this License at the Licensor' s then current wholesale price and the Licensee agrees that the Licensor will be the sole supplier of KDS machines to be purchased by the license for use or resale under this license with the following proviso: - electrical components ( motors and panel ) can be purchased by the Licensee directly from local Korean suppliers and installed on the KDS machine by the Licensee, in which case the wholesale price will be adjusted accordingly. It is understood and agreed that the Technical Information in respect of the KDS Micronizing Machine, which is listed in Annex B, will be furnished by Licensor to Licensee within 30 days of the signing of this Agreement and that details of improvements to the Licensor' s ’s technology made from time to time will be made available to the Licensee without additional charge. The Licensee' s ’s engineers shall be given adequate advice and schooling from the Licensor on how to use the Technical Information for engineering, designing, manufacturing, installation, and commissioning of the KDS Micronizing Machine. This schooling of Licensee' s ’s engineers, which will take place in Canada and/or in Korea, shall be performed in accordance with the Schooling Program specified in Annex E, at no cost for time. The travel and accommodation expense for it in case of Korea shall be paid by the Licensee. The Licensor shall send a technician to Korea for up to 5 working days to assist in the set-up and start-up operation of the demonstration machine at no cost for time, but travel and accommodation costs will be paid by the Licensee. In furtherance of the program for development of Licensor' s ’s Technology by Licensee, Licensor grants to Licensee permission at any time to send, at Licensee' s ’s expense, a reasonable number of technicians for a reasonable time, to Licensor' s ’s plant to obtain any instructions or information which Licensee may reasonably require to enable Licensee to use the Licensor' s ’s Technology Licensor shall, at the request by Licensee, furnish literature, mats of artwork and advertising films, slides, and other promotional and training materials available to Licensee at cost. Licensor shall permit throughout the life of this agreement the exclusive use by Licensee of the trademark " KDS Micronex" owned by Licensor. Both parties will freely exchange all current and updated KDS technical data and information between themselves without cost For any commercial project, on a case-by-case basis, the additional assistance will be provided on agreed daily rate plus expenses. In the event Licensor receives any inquiry from any third party in respect of the KDS Micronizing Machine from within the Territory, Licensor shall refer such to Licensee.

Appears in 1 contract

Sources: Technology License Agreement (First American Scientific Corp \Nv\)

Obligations of Licensor. 3.1 On the date of execution of this agreement, Licensor agrees to supply Licensee with all technical information regarding the use and operation of the KDS Micronizing Machine. The Licensor will manufacture and supply the first 20 KDS machines to be used and /or sold by the Licensee pursuant to this License at the Licensor' s then current wholesale price and the Licensee agrees that the Licensor will be the sole supplier of KDS machines to be purchased by the license for use or resale under this license with the following proviso: - electrical components ( motors and panel ) can be purchased by the Licensee directly from local Korean suppliers and installed on the KDS machine by the Licensee, in which case the wholesale price will be adjusted accordingly. . 3.2 It is understood and agreed that the Technical Information all drawings and technical data in respect of the KDS Micronizing Machine, which is listed in Annex B, Machine will be furnished by Licensor to Licensee within 30 days without payments to Licensor other than those herein specified. 3.3 In the event that any improvements to Licensor' s Technology are made or discovered as a result of the signing Licensee' s work in the development of this Agreement specialized disintegration and that details dewatering systems in the palm industry, any and all such improvements, if made by Licensee shall belong to the Licensor and become part of improvements to the Licensor' s technology made from time Technology and, if patentable, shall be filed and registered as patents, at the cost and expense of Licensor, under the ownership of Licensor and be licensed to time will be made available Licensee for a period of twenty years or for the duration of the patent for an annual fee of $1.00 US per year. Such licence shall give to the Licensee without additional charge. The Licensee' s engineers shall be given adequate advice and schooling from exclusive rights to the Licensor on how to use of such improvements as they pertain the Technical Information for engineering, designing, manufacturing, installation, and commissioning of the KDS Micronizing Machine. This schooling of Licensee' s engineers, which will take place in Canada and/or in Korea, shall be performed in accordance with the Schooling Program specified in Annex E, at no cost for time. The travel and accommodation expense for it in case of Korea shall be paid by the Licensee. The Licensor shall send a technician to Korea for up to 5 working days to assist Applications in the set-up and start-up operation of the demonstration machine at no cost for time, but travel and accommodation costs will be paid by the Licensee. Territory described herein. 3.4 In furtherance of the program for development of Licensor' s Technology by Licensee, Licensor grants to Licensee permission at any time to send, send at Licensee' s expense, a reasonable number of technicians for a reasonable time, to Licensor' s plant to obtain any instructions or information which Licensee may reasonably require to enable Licensee to use Licensor' s Technology. Licensor shall, if requested by Licensee, send one of the Licensor' s Technology Licensor shalltechnicians to Licensee' s plant, at the such time and for such period as may be agreed, at Licensee' s expense. Also, Licensor, upon request by of Licensee, shall provide its best cooperation in Licensee' s purchase of any parts necessary for production at Licensee' s expense. The cost of any such parts and testing will be at the expense of Licensee. 3.5 Licensor shall furnish literature, mats of artwork and advertising films, slides, and other promotional and training materials available to Licensee at cost. . 3.6 Licensor shall permit throughout the life of this agreement the exclusive use by Licensee of the trademark " KDS Micronex" owned by Licensor. Both parties will freely exchange all current and updated KDS technical data and information between themselves without cost For any commercial project, on a case-by-case basis, the additional assistance will be provided on agreed daily rate plus expenses. . 3.7 In the event Licensor receives any inquiry query from any third party in respect of the KDS Micronizing Machine from within the Territory, Licensor shall refer such query to Licensee.

Appears in 1 contract

Sources: Technology License Agreement (First American Scientific Corp \Nv\)